Shareholders' Nomination Board's proposal for the composition of Neste's Board of Directors
Neste Corporation Stock Exchange Release 31 January 2020 at 8.00 a.m. (EET)
The Shareholders' Nomination Board, established by Neste Corporation's Annual General Meeting (AGM) on 4 April 2013, proposes to the AGM to be held on 7 April 2020 that Neste’s Board of Directors shall comprise the following members:
The Nomination Board proposes that Mr. Matti Kähkönen shall be re-elected as the Chair of the Board of Directors. In addition, the current members of the Board Ms. Sonat Burman-Olsson, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, and Mr. Marco Wirén are proposed to be re-elected for a further term of office. The Nomination Board proposes that Mr. Wirén shall be elected as the Vice Chair of the Board.
The Nomination Board further proposes that the Board of Directors shall have eight members and that Mr. Nick Elmslie and Ms. Johanna Söderström shall be elected as new members. A brief presentation of the proposed new members is attached to this release.
All of those concerned have given their consent to serving on the Board and are considered to be independent of the company and its major shareholders.
“Taking into account the development of Neste’s strategy, the Nomination Board has evaluated that the proposed Board of Directors has versatile knowledge and experience in leading and developing international business. This proposal also reflects the long-term and consistent target of renewing the Board, regardless of the current Board's excellent success,” says Mr. Kimmo Viertola, Chair of the Nomination Board.
Out of the present members, Elly Burghout and Willem Schoeber will leave Neste’s Board of Directors at the end of the AGM in April. “Elly’s and Willem’s contribution to the Board and its committees has been strong and valuable. I wish to warmly thank them for their excellent work for Neste,” Viertola says.
The annual fees of Neste’s Board of Directors were last increased in 2008. According to an independent expert report, the fees of Neste’s Board have fallen significantly below market levels during this period. According to the Remuneration Policy prepared by the Neste Board, the fees of the Board should be at international and competitive market level. The Shareholders’ Nomination Board supports this view.
The Shareholders’ Nomination Board considers that the Board fees have fallen significantly below current market levels. To achieve the market level, a step-by-step plan, supported by the major shareholders, to increase Board remuneration must be developed by the end of 2020. As the Finnish State's position on the development of the remuneration is still in progress, the Shareholders' Nomination Board did not reach a unanimous proposal, and consequently did not make a proposal for the remuneration to be paid to the Board of Directors for their following term of office. The Chair of the Nomination Board has notified the Nomination Board and the Company that the State of Finland will make a proposal at the AGM for the remuneration as follows:
Chair: EUR 67,900 per annum (currently EUR 66,000)
Vice Chair: EUR 49,600 per annum (currently EUR 49,200)
Member: EUR 35,700 per annum (currently EUR 35,400)
Chair of Audit Committee: EUR 49,600 per annum if he or she does not simultaneously act as Chair or Vice Chair of the Board
In addition to the annual fee, members of the Board of Directors would receive a meeting fee of EUR 600 for each meeting held in the member's home country and EUR 1,200 for each meeting held in another country, plus compensation for expenses in accordance with the Company's travel guidelines. The meeting fee for telephone meetings would be paid according to the fee payable for meetings held in each member's home country.
The Shareholders' Nomination Board was appointed on 18 September 2019. In accordance with a decision made by the AGM, the Nomination Board consists of representatives of the company's three largest shareholders, as of the first weekday in September: Director General Kimmo Viertola of the Government Ownership Steering Department in the Prime Minister’s Office of Finland (the Chair); Executive Vice-President Reima Rytsölä of Varma Mutual Pension Insurance Company; President and CEO Jouko Pölönen of Ilmarinen Mutual Pension Insurance Company and Matti Kähkönen, the Chair of Neste's Board of Directors.
The Nomination Board was unanimous in its proposals for the Board's composition and the number of members in the Board. As Chair of the Board of Directors, Matti Kähkönen did not take part in the decision-making on the Nomination Board's proposal related to the Chair of the Board, nor did he participate in the handling of the matter relating to the remuneration to be paid to the Board of Directors.
Relevant information on all those proposed for Board service can be found at www.neste.com.
Vice President, Communications (act.)
Additional information: Chair of the Nomination Board, Director General Kimmo Viertola, tel. +358 (0)295 160026.
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates sustainable solutions for transport, business, and consumer needs. Our wide range of renewable products enable our customers to reduce climate emissions. We are the world's largest producer of renewable diesel refined from waste and residues, introducing renewable solutions also to the aviation and plastics industries. We are also a technologically advanced refiner of high-quality oil products. We want to be a reliable partner with widely valued expertise, research, and sustainable operations. In 2018, Neste's revenue stood at EUR 14.9 billion. In 2020, Neste placed 3rd on the Global 100 list of the most sustainable companies in the world. Read more: neste.com